Brookfield Infrastructure Partners L.P. (BIP) Earnings Call Transcript

good morning, everyone, and welcome to the Special Meeting of Unitholders of Brookfield Infrastructure Partners, L.P. My name is Anne Schaumburg, and I am the Chair of the Board of Directors of the general partner of Brookfield Infrastructure Partners LP, which we will refer to during this meeting as the partnership. In accordance with the terms of the partnership's limited partnership agreement, I have been designated to chair the special meeting of unitholders, and it is my pleasure to do so. It is now 9 a.m. and time to begin the special meeting. On behalf of the Board and its management team, I would like to extend a warm welcome to everyone joining us today. This meeting is being held in conjunction with the proposed simplification of the structure of Brookfield Infrastructure by way of a plan of arrangement involving the partnership and Brookfield Infrastructure Corporation. The transaction is designed to simplify our corporate structure by reorganizing the partnership and Brookfield Infrastructure Corporation into subsidiaries of one publicly traded Canadian Corporation named Brookfield Infrastructure Partners, Inc. Among other benefits, the simplified structure is expected to improve trading liquidity, broaden our investor base and support increased index demand. Pursuant to the transaction other than the preferred units, all of the outstanding limited partnership units of the partnership, which we will refer to at this meeting as the units will be exchanged for newly issued Class A subordinate voting shares of Brookfield Infrastructure Partners, Inc. Further information about the transaction is detailed in the Management Information Circular that was issued in connection with this meeting. These materials can be found on our website. As a first order of business, I would like to ask Michael Ryan Corporate Secretary of Brookfield Infrastructure Corporation to serve as today's moderator and to set out the meeting procedure for the meeting and the process to submit questions.

Thank you, Madam Chair. Voting during the meeting will take place on our virtual meeting platform. I'll now explain the process. Adoption of each resolution requires the favorable vote of holders of a simple majority of the outstanding units and a simple majority of the votes cast by minority unitholders being unitholders other than Brookfield Corporation. It's direct and indirect subsidiaries and affiliates and any other person whose votes are required to be excluded under Section 8.12 of multilateral instrument 61-101. Each unitholder is entitled to 1 vote in respect of each unit held at the close of business on August 21, 2026. Voting will be opened for all resolutions at the same time and throughout the meeting. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. If you voted in advance of the meeting and do not wish to change your vote, then no action is needed. By voting at the virtual meeting on any matter, your previously submitted votes in respect of such matter will be automatically revoked. To vote on a resolution, click the voting tab on the left side of your screen. For those using a mobile device, the tabs are located at the bottom of your screen. The item to be voted on will appear in a column and you can make your selection. A confirmation message will appear directly above the item once a vote is cast. We welcome questions from our unitholders, which may be submitted by typing the question into the virtual meeting platform using the questions icon on the top of the page. For those using a mobile device, the tabs are located at the bottom of your screen. Please click the submit button once you have finished typing your question. I will read out the question and ask a member of management to respond to it. if we receive many questions that are similar, we'll read one of the questions and indicate that we've received many similar questions. Only registered unitholders or proxy holders are able to submit questions at this meeting. If you connected to this meeting as a guest, you will not be able to submit a question. We will endeavor to answer all questions submitted during the allotted time. We recommend that you submit your questions as soon as possible as it may take time for the virtual meeting platform to process them.

Thank you, Michael. I now call the meeting to order and ask Computershare Investor Services Inc. by its representative, Shirley Tom, to act as the scrutineer. I also ask Michael to act as Secretary of the meeting. In the unlikely event of a technological failure that disconnects my audio from the meeting Michael is appointed on behalf of the Board to step in as Chair of the meeting. In the unlikely event of a serious technological failure that prevents the meeting from continuing, the meeting will be rescheduled, and you will be appropriately notified. As described in our Management Information Circular, there are two items of business to be considered today, and I will ask Michael to outline them for you.

The first item of business today is a resolution of the Limited Partners, the full text of which is set forth in Appendix be of the circular, approving the transaction to be carried out by way of a statutory plan of arrangement which I'll refer to as the arrangement resolution. The second item of business is a resolution of the limited partners, the full text of which is also set forth in appendix B of the circular, to approve certain amendments to the amended and restated limited partnership agreement of the partnership, which I'll refer to as the amendment resolution. The arrangement resolution and the amendment resolution are conditional upon each other, and the transaction will not proceed unless both the arrangement resolution and the amendment resolution are approved. As mentioned, in connection with the business to be addressed today, all voting will be conducted online through the virtual meeting platform. Voting is now open on all resolutions. In order to expedite today's meeting, the meeting Chair has asked David Krant, as a management representative to move the resolutions. Although this procedure will assist in the handling of formal matters, it is not intended to discourage anyone from submitting questions with respect to either resolution after each resolution has been proposed. Madam Chair, please be advised that the notice calling this meeting and the Management Information Circular were disseminated to unitholders in accordance with all applicable laws and the amended and restated limited partnership agreement of the partnership. As the Secretary of the meeting, I'll keep a copy of the notice and proof of mailing with the minutes of this meeting. Based upon the scrutineer's preliminary report on attendance, I confirm that there is a quorum.

I, therefore, declare the meeting properly constituted for the transaction of the business for which it has been called. This meeting is being held pursuant to the limited partnership agreement of the partnership and an order of the Supreme Court of British Columbia, the full text of which is set forth in Appendix G to the management information circular. If the transaction resolutions are approved, the final hearing of the court to approve the transaction is scheduled to take place on October 19, 2026 at 9:45 a.m. Pacific Time. The first item of business today is the approval of the arrangement resolution. As stated in the circular, on the recommendation of the special committee, the Board of Directors of the general partner of the partnership excluding Jeff Blidner and Malcolm Cockwell, due to their recusal from voting, has recommended that unitholders vote in favor of the arrangement resolution.

Madam Chair, I move that the arrangement resolution set forth in Appendix B of the Management Information Circular be approved.

Thank you, David. The resolution has been moved and the motion is now before the meeting for discussion.

Madam Chair, we have not received any questions or comments submitted in connection with the arrangement resolution.